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What Is Singapore Company Incorporation?

Incorporation in Singapore is a brief procedure of business registration with the ACRA following a competent strategizing of staff relocation, tax planning and paperwork within one of the available business entities. With only 1 SGD in the pocket, you can have your company incorporated in 1 day! Thanks to efforts of Singapore government and its pro-business position, the procedure of setting up a Singapore company was streamlined and modernized to stamp out any corruption and red tape. But despite the ease of the procedure, it shouldn’t be done slapdash as there are lots of factors that should be taken into account. That’s why it’s essential that you get a piece of pro advice for your decision and a competent assistance on the go.

Due to its outrageously low taxes, effective business regulations, a variety of business entities, governmental support, and streamlined company incorporation, Singapore is praised as the planet’s easiest place to run a business by the World Bank’s surveys for several consecutive years. Country’s innovativeness, beneficial location in the very centre of Asia-Pacific, intelligent manpower, and cross-cultural mentality are other few advantages of setting up a company in Singapore. If you are looking for a perfect launching pad for your new company, Singapore is the place to start up!

Types of Companies in Singapore

Singapore offers lots of business entities for incorporation such as a Private Limited company, Subsidiary, Public Limited company, Branch Office, Representative Office, Sole Proprietorship and so on. In our Singapore incorporation guide, we will cover the entities that are the most beneficial for your business.

Choosing an appropriate legal entity that would work for your goals the best is one of the critical choices the entrepreneur faces while incorporating a company in Singapore. This choice will affect lots of important business factors such as which taxes you will pay, how your firm will be positioned in the eyes of your clients (your image), what amount of paperwork your Singapore company setup will require, your powers in borrowing money and expanding your firm, and finally your personal liability.

We provide consultation for every kind of company entities and based on the custom assessment of your background and business ideas, suggest the one that would carry your business forward.

What Is Private Limited Company in Singapore?

Private Limited is considered to be the most winning entity for Singapore company incorporation. This company’s structure implies that no more than 50 individuals hold its shares. These shares aren’t available for general public. Most entrepreneurs register their firms in Singapore as private limited companies. Such firms’ names end with Pte Ltd. For instance, our firm specializing in Singapore company incorporation services – One Visa – was also established as Pte Ltd.

The Singapore government encourages every foreign entrepreneur to set up offshore company in Singapore as Private Limited because this entity best suits those businesses whose owners have serious and far-seeing plans of expanding their companies and benefiting from the govt’s tax incentives in long term perspective.

Features and Benefits of Private Limited Company (Pte Ltd)

  • Legal entity of Pte Ltd is detached from the firm’s shareholders. This makes your company formation in Singapore more flexible: it can buy more assets, enter into contracts, pile debts on debts, and go law separately from its shareholders.
  • As the liability of such new company in Singapore has a limit, in case of debts, members secure themselves by sticking to the contribution amount that was agreed in the beginning.
  • Pte Ltd outlives its shareholders. Choose it to incorporate a company in Singapore that won’t depend on its shareholders’ membership. Such company’s existence continues even after the death, insolvency, or resignation of its members.
  • Open a company in Singapore as Pte Ltd to enable it to easily boost its capital by producing more shares to its shareholders or by drawing in new ones.
  • Investors (the same as banks) prefer to deal with companies which business assets are separated from its owners’ personal ones. That is why if you plan to involve loans or investors, Pte Ltd is an option for your Singapore company formation.
  • If credible image means a lot for you, register a company in Singapore as Pte Ltd. This way your enterprise will look more appealing to clients, suppliers, and bankers due to its image of a company aimed at growing and expanding.
  • When you think over your company registration in Singapore, provide the option of changing its owner. The ownership of Pte Ltd can be easily passed by whole or partial selling of its shares. The ownership can also be changed by passing shares to a new investor.
  • You can benefit from Singapore business-friendly tax policy if you plan to register a company in Singapore as Pte Ltd. For the first 300k SGD of income, you can enjoy government’s tax discount of 50-100%, and for revenues over 300k SGD, the corporate tax is 17%.
  • This structure of Singapore offshore company incorporation frees you from capital gains tax once the profit was already taxed on the level of the Pte Ltd company.
  • Starting a company in Singapore by a foreigner implies appointing at least 1 local director (a Singaporean/a PR). The foreigner can run the company from overseas, but if he needs to shift to Singapore and substitute the formal director, he will need a visa – the EntrePass or the Employment Pass.

Registration Process and Requirements of Private Limited Company

  • Entrepreneur must come up with a unique business name for a new company. The name shouldn’t be obscene or imitate other company’s name. It is better to make the name check before starting the registration of a company in Singapore and to ensure that the preferable domain address for the company’s website is available. If you find the proper name and need to reserve it for some time, we can help you with such name reservation.
  • Pte Ltd must have at least 1 share capital worth at least 1 SGD. There are no paid-up capital limits for firms owned by foreigners.
  • Pte Ltd can have 1-50 shareholders.
  • One of the important features of company incorporation in Singapore is the requirement of appointing at least one local director (either a Singaporean citizen or a Singaporean permanent resident). Our company registration agents in Singapore will help you to find a responsible and appropriate candidacy (the director must be a real person aged 18 or older).
  • Company must have a real address in Singapore.
  • Local secretary must be appointed for the new Pte Ltd company no longer than in 6 months after Singapore company registration. A full package of our Singapore company incorporation services includes a secretary.
  • Some private limited companies will require enlisting compulsory auditing services. Please find out your personal requirements from our company registration consultants in Singapore.
  • Government approval is needed for incorporating in some sectors of the local economy such as banking, insurance companies and so on.

For setting up offshore company in Singapore, you will need to enlist a professional company incorporation service. Singapore doesn’t allow overseas individuals to register businesses on their own. You don’t need any visa if your goal is only to open a company in Singapore: you can run your SG-based business from overseas (brief business visits are possible with a regular visa). The special business visa (EntrePass/Employment Pass) is needed only if the overseas owner decides to shift to SG to run his company right on the place. Every overseas employee you plan to bring along to Singapore must also get an appropriate work visa.

A full package of our Singapore company formation service includes the assessment, name check, paperwork, strategizing and processing visas for you, your family and staff and finally the registration with ACRA itself. To get your company established, you need to provide us with basic documentation about your business to enable us to do the paperwork required for the procedure. You can get the list of Singapore company incorporation documents from our agents.

2 main steps to set up company in Singapore as Private Limited:

  • Name check and reservation
  • Company registration

You don’t have to be present in SG physically while your company undergoes registration. After we check and approve the name and get the papers done, the registration of a company in Singapore itself takes a few hours. The whole procedure (from the first assessment to the final registration) may take us 3-10 days. Please bring your situation to us so that we could assess your business idea and suggest the winning Private Limited company registration strategy. Our assessment of your incorporation eligibility is absolutely FREE!

Share Capital of Singapore Private Limited Company

  • Pte Ltd can have up to 50 shareholders
  • Company can produce more shares
  • A company or a trust can be a Pte Ltd’s shareholder

Business form

Setting up a new company in Singapore as Pte Ltd, you separate the firm’s liability from its directors’ and shareholders’ personal liability and limit it with the company’s shares.

Ownership

Private Limited’s ownership can be changed by selling the shares (whole or partial) or passing them to a new investor.

Legal Status

  • Legal entity of the Pte Ltd is separated from directors and shareholders
  • Shareholders’/members’ liability is limited to the firm’s shares
  • Company can buy property and go law on its own behalf
  • In case of company’s debts and losses, members aren’t liable personally

Taxation

  • You can benefit from Singapore tax policy if you plan setting up a company in Singapore as Pte Ltd. The corporate tax is fixed at 17% for incomes above 300k SGD, but for a young private limited the government offers significant tax discounts: 100% discount for first 100k SGD of income and 50% for the next 200k SGD (8.5%).
  • This structure of Singapore business incorporation frees you from capital gains tax. Setting up a Singapore offshore company as Pte Ltd, you win because as a shareholder you can get dividends tax-free once the profit was already taxed at the level of the Pte Ltd company.

What Is Branch Office in Singapore?

A company incorporated as a Branch Office is 1 of 3 possible forms of establishing an overseas company’s presence in Singapore. The same as a Subsidiary company and a Representative Office, a foreign Branch Office in Singapore doesn’t perform separately as an entity but acts as an extension of its parent firm: all liabilities of the Branch Office belong to the parent firm.

Features and Benefits of Singapore Branch Office

  • Branch Office in Singapore has no separate legal status and acts as an addition to an overseas company.
  • Parent company covers all financial liabilities of its Branch Office in Singapore (including debts).
  • Any prosecution against the Singapore Branch Office may lead to legal processing against the parent office (headquarters) because the Branch is under Singapore jurisdiction.

Registration Process and Requirements for Branch Office in SG

  • For successful formation of company in Singapore as a Branch Office, the office’s name must match its parent company’s name, and in the same time, it mustn’t duplicate the name of any existing Singaporean firm and sound obscene or vulgar.
  • If you incorporate a Singapore company as a Branch Office, its staff must include 2 local agents (either Singapore citizens or foreign holders of the Employment Pass).
  • SG-based Branch must have a valid local address (place of incorporation) for business correspondence and other purposes.
  • If your company is planning to relocate its professionals from the parent office to the SG Branch Office, it must take care of processing Employment Passes for these employees. Such applications are possible after Singapore business incorporation is finished. One Visa specialists will competently strategize your workers’ relocation and handle the visa processing.

If an overseas company decides to open a Branch Office in SG, it faces the need in local legal, accounting, and corporate secretarial services. At One Visa, you can get a piece of qualified advice on any of these matters.

2 main steps to set up company in Singapore as Branch Office:

  • Name check and reservation
  • Company registration

A full package of our Singapore company formation services includes the first assessment, name check and reservation, paperwork, strategizing and processing visas for you, your family and employees and finally the registration with ACRA itself. To get your Branch Office set up, you need to provide us with basic documents about your business so that we could do the paperwork required for incorporation of business in Singapore. Please find out how to set up a company in Singapore as a Branch Office in the shortest possible time from our agents.

Basically, after we check and approve the Branch Office’s name and get the papers done, the registration of a company in Singapore itself takes a few hours. The whole procedure (from the first assessment to the final registration) may take us 3-10 days. After the registration is complete, a corporate bank account must be opened in a local or international bank. The velocity of this procedure depends on the bank as some of them require the person’s presence for opening the account.

If you choose Singapore company registration services provided by One Visa, we will mind all registration chores. If conducted by us, your Branch Office registration doesn’t require the physical presence of your company executives. You can calmly sit back and do what we believe you like doing most of all – your business. Let us mind all paper administrative groundwork for your Branch Office company Singapore registration.

What Is Representative Office in Singapore?

SG-based Representative Office is one of many forms of establishing the presence of an overseas company. Such type of Singapore business incorporation is often used for studying and exploring potential market opportunities in Singapore before making a global investment. Unlike a Subsidiary or a Branch Office, Singapore Representative Office has no legal status. It means that this form of new company registration in Singapore works as a temporary (3-year) office for various research activities that aren’t aimed at generating profit such as, for example, market research, studies on feasibility and other business matters.

Features and Benefits of Representative Office in Singapore

  • As a temporary business structure, Representative Office can operate only during 3 years. Singapore RO renewal has to take place annually during this 3-year period. If the overseas parent company plans to switch over to gaining profit in Singapore after these 3 years end, the Representative Office has to be upgraded to one of more suitable structures available to incorporate Singapore company such as a Subsidiary or a Branch office.
  • Representative office can employ locals, but its chief representative must be brought from overseas.
  • Singapore company registry authorities must be informed about any changes that happen within a Singapore representative office (e.g. changes in representatives, address, or registered activities) 1 month before this change comes into action.
  • Representative Office doesn’t have to pay taxes in Singapore or maintain statutory documents because it doesn’t perform as an incorporated body.
  • During opening a company in Singapore, Representative Office obtains its central registration number that can be used only for exporting and importing materials or sample products. No trading activities on this number are allowed.
  • If the Singapore Representative Office cannot meet the terms of authorities or becomes dormant, it must be de-registered. When the parent company becomes dormant itself, its SG-based representative office has to be de-registered as well.

Registration Process and Requirements of Singapore Representative Office

  • Singapore Representative Office must be named after its overseas parent company. Sometimes it happens that the company of the same (or similar) name already exists in Singapore. Then our Singapore company incorporation agents can come up with a custom-made decision.
  • Parent company’s sales turnover should be at least 250k SGD.
  • To be eligible to establish a company in Singapore as an RO, the parent company must have operated at least 3 years as a well-established firm.
  • Various communication materials (e.g. name plaques, staff name cards and so on) must testify the fact of the Singaporean registration of this Representative Office.
  • Small group of local professionals (no more than 5) can be employed at the Representative Office, but rules of the company registration in Singapore by foreigners require that the Office’s chief representative must be brought to SG from the head office. So please contact One Visa experts for a piece of advice in visa processing and bringing your key staff to SG without hassle.
  • Opening a company in Singapore as a Representative Office for finance companies requires elaborate approach as this sector isn’t liberalized for this type of legal entity.

Other sectors can enjoy a quite straightforward Singapore Representative Office registration. One Visa will instruct you in procedures to register a company in Singapore and guide you through all milestones of such Representative Office formation.

A full package of our Singapore incorporation services includes the first assessment, name check and reservation, paperwork, strategizing and processing visas for the chief representative and his family and finally the registration with ACRA itself. To get your RO set up, you need to provide us with basic documents about your business so that we could do the paperwork required for Singapore companies formation. Please find out from our agents how to register the company in Singapore as a Branch Office in the shortest possible time.

Basically, after we check and approve the name for your Representative Office and get the papers done, the registration of a company in Singapore itself takes a few hours. The whole procedure (from the first assessment to the final registration) may take us 3-10 days. Please contact our incorporation experts for competent assessment of your business situation.

What Is Singapore Subsidiary Company?

If you own a medium-scale overseas firm, consider starting a company in Singapore as a Subsidiary company. It acts almost the same way as a Private Limited, but the difference is that a parent firm acts as Subsidiary’s major shareholder. Taking to consideration all fortes of the Pte Ltd, this entity works the best for establishing a presence in SG by setting up Singapore company.

Features and Benefits of Singapore Subsidiary Company

As the subsidiary belongs to Limited Liability companies, it shares lots of similar features and benefits with the Pte Ltd:

  • Subsidiary’s and the parent company’s legal entities are separated from each other.
  • Subsidiary’s liability has a limit equal to its paid-up capital, and this way, owners’ personal assets are protected from the firm’s failures.
  • Legal entity of the Subsidiary is detached from its shareholders. It makes your company formation in Singapore more flexible: it can enter into contracts, buy more assets, pile debts on debts, and go law without any effect on the shareholders’ assets.
  • Subsidiary’s existence doesn’t depend on its shareholders’ membership: it continues to operate even after their death, insolvency, or resignation.
  • Subsidiary can produce more shares to its shareholders or draw in new ones.
  • Register a company in Singapore as a Subsidiary to get a better image for dealing with clients, suppliers, and bankers.
  • Subsidiary’s ownership can be easily passed by whole or partial selling of its shares or passing them to a new investor.
  • Registering a company in Singapore as a Subsidiary gives you tax benefits: for the first 300k SGD of income, you get government’s tax discount of 50-100%, and for revenues over 300k SGD, the corporate tax is 17%.
  • Subsidiary frees its members from capital gains tax if the profit was already taxed on the level of the company.
  • Setting up company in Singapore by a foreigner implies appointing at least 1 local director (a Singaporean/a PR). The foreign owner can run the company from overseas, but if he needs to shift to Singapore and substitute the formal director, he will need a visa – the EntrePass or the Employment Pass.

Registration Process and Requirements of Subsidiary Company

  • Subsidiary must have a unique business name that wouldn’t sound obscene or imitate other existing company’s name.
  • Subsidiary must have at least 1 share capital worth at least 1 SGD. There are no paid-up capital limits for firms owned by foreigners.
  • Subsidiary can have no less than 1 and no more than 50 shareholders.
  • According to the rules of company incorporation in Singapore, a Subsidiary must have at least one local director older than 18 YO (either a Singaporean citizen or a Singaporean permanent resident).
  • Subsidiary must have a real address in SG.
  • Local secretary must be appointed for the new Subsidiary no longer than in 6 months after Singapore company registration.
  • Some Subsidiaries will require enlisting compulsory auditing services. Please find out your personal Singapore company incorporation requirements from our agents.
  • Some sectors of the local economy such as insurance companies or banking require governmental approval for registering a Subsidiary.

Foreigners aren’t allowed to the procedure of registering company in Singapore: it must be performed by companies that provide incorporation services professionally. The full package of our Singapore company formation service includes the first assessment, name check and reservation, paperwork, strategizing and processing visas for you, your family and staff and finally the registration with ACRA itself.

To get your company founded as a Subsidiary, you need to provide us with basic information about your business and sit back. You don’t have to be present in SG physically while your company undergoes registration. After we check and approve the name and get the papers done, the registration of a company in Singapore itself takes a few hours. The whole procedure (from the first assessment to the final registration) may take us 3-10 days. Please reach out to our incorporation experts to get an explanation of the Singapore Subsidiary company legislation and a full support in bringing your business to SG.

Singapore Subsidiary Company Taxation

A company founded in Singapore as a Subsidiary has the same tax benefits as the Private Limited company:

  • The corporate tax is flat 17% for incomes above 300k SGD, but for a young Subsidiaries/Pte Ltd companies, the government offers huge tax discounts: you can enjoy your first 100k SGD of income tax-free and pay only 50% (at the rate of 8.5%) for the next 200k SGD.
  • Setting up a Singapore offshore company as a subsidiary, a shareholder can get revenues tax-free if the profit was already taxed at the level of the Subsidiary.

Difference between Branch Office and Subsidiary in Singapore

  • Subsidiary’s and the parent company’s legal entities are separated from each other while the Branch Office doesn’t perform separately as an entity but acts as an extension of its parent firm.
  • Branch Office’s liability belongs to the parent firm: the latter is responsible for every action of the BO (debts, brushes with the law and so on). The Subsidiary has a parent firm as one of its shareholders, but as Subsidiary is a limited liability company, the parent firm (as its member) risks nothing except the shares it has in the Subsidiary.
  • Any prosecution against the Singapore Branch Office may lead to legal processing against the parent company while the Subsidiary’s parent firm isn’t liable in legal claims to its SG-based company. Opening offshore company in Singapore as a Subsidiary company is a reliable way to protect owners’ personal assets.
  • BO’s activity must be within the scope of the parent company’s activity while the Subsidiary can deviate and be independent in its activity. Registering a company in Singapore as either a Subsidiary or a BO, the parent company holds 100% of their profits.
  • Subsidiary must have at least 1 local director while the BO must have at least 2 local agents.
  • BO isn’t required to file its returns while the Subsidiary company must file its audited accounts annually.
  • Branch Office isn’t a tax resident, and, therefore, it doesn’t have to pay the corporate tax. As a tax resident, the Subsidiary is subject to the corporate tax (8.5% for the first 300k SGD and 17% onward). If you prefer a cheap company formation Singapore, BO is an option to consider for you.

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